CUSIP No. 48283N106
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13G
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON
Third Point LLC
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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||
3
|
SEC USE ONLY
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||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
7,611,844
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
7,611,844
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,611,844
|
||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.0%
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||
12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 48283N106
|
13G
|
Page 3 of 10 Pages
|
1
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NAME OF REPORTING PERSON
Daniel S. Loeb
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
7,611,844
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
7,611,844
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,611,844
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.0%
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No 48283N106
|
13G
|
Page 4 of 10 Pages
|
1
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NAME OF REPORTING PERSON
Third Point Offshore Master Fund, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,294,666
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
3,294,666
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,294,666
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 48283N106
|
13G
|
Page 5 of 10 Pages
|
1
|
NAME OF REPORTING PERSON
Third Point Advisors II L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
3,294,666
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
3,294,666
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,294,666
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
|
||
12
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TYPE OF REPORTING PERSON
OO
|
(i) | Third Point LLC, a Delaware limited liability company (the “Management Company”), which serves as investment manager or adviser to a variety of hedge funds and managed accounts (all such funds and accounts, collectively, the “Funds”), with respect to shares of Common Stock (as defined in Item 2(d)) owned by the Funds; |
(ii) | Mr. Daniel S. Loeb (“Mr. Loeb”), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position; |
(iii) | Third Point Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership ("Offshore Master Fund") which invests and trades in securities, with respect to shares of Common Stock held by it; and |
(iv) | Third Point Advisors II L.L.C., a Delaware limited liability Company (“Advisors II”), which serves as the general partner of Offshore Master Fund. |
Item 2(b): | Address of Principal Business Office or, if None, Residence: |
Item 3: | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
A.
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☐
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Broker or dealer registered under Section 15 of the Act,
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B.
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☐
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Bank as defined in Section 3(a)(6) of the Act,
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C.
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☐
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Insurance Company as defined in Section 3(a)(19) of the Act,
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D.
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☐
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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E.
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☐
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
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F.
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☐
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Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
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G.
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☐
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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H.
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☐
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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I.
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☐
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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J.
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☐
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 7,611,844
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 7,611,844
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 7,611,844
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 7,611,844
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 3,294,666
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 3,294,666
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 3,294,666
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 3,294,666
|
THIRD POINT LLC
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By: Daniel S. Loeb, Chief Executive Officer
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
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DANIEL S. LOEB
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By:
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/s/ William Song
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Name: William Song
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Title: Attorney-in-Fact
|
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THIRD POINT OFFSHORE MASTER FUND, L.P.
|
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By: Third Point Advisors II L.L.C., its general partner
|
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By: Daniel S. Loeb, Managing Director
|
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By:
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/s/ William Song
|
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Name: William Song
|
|||
Title: Attorney-in-Fact
|
|||
THIRD POINT ADVISORS II L.L.C.
|
|||
By: Daniel S. Loeb, Managing Director
|
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By:
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/s/ William Song
|
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Name: William Song
|
|||
Title: Attorney-in-Fact
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Exhibit 99.1:
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Joint Filing Agreement, dated August 5, 2016, by and between Third Point LLC, Daniel S. Loeb, Third Point Offshore Maser Fund, L.P. and Third Point Advisors II L.L.C.
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Exhibit 99.2:
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Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff, dated February 9, 2011, was previously filed with the SEC on February 11, 2011 as an exhibit to Amendment No. 99.2 to Schedule 13G filed by Third Point LLC and Daniel S. Loeb with respect to Citadel Broadcasting Corporation and is incorporated herein by reference.
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THIRD POINT LLC
|
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By: Daniel S. Loeb, Chief Executive Officer
|
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By:
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/s/ William Song
|
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Name: William Song
|
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Title: Attorney-in-Fact
|
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DANIEL S. LOEB
|
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By:
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/s/ William Song
|
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Name: William Song
|
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Title: Attorney-in-Fact
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THIRD POINT OFFSHORE MASTER FUND, L.P.
|
||
By: Third Point Advisors II L.L.C., its general partner
|
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By: Daniel S. Loeb, Managing Director
|
||
By:
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/s/ William Song
|
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Name: William Song
|
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Title: Attorney-in-Fact
|
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THIRD POINT ADVISORS II L.L.C.
|
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By: Daniel S. Loeb, Managing Director
|
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By:
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/s/ William Song
|
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Name: William Song
|
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Title: Attorney-in-Fact
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